Creator Terms and Conditions
§ 1 Introduction
1.1 The following terms and conditions (“T&Cs”) apply between StyleLike UG (haftungsbeschränkt) (“StyleLike”) and the Creator as identified in § 2 below (“Creator”).
1.2 The T&Cs and any applicable orders placed by the Creator shall be collectively known as the “Agreement”. Terms and conditions of the Creator do not become part of the Agreement, unless StyleLike has accepted them in writing.
1.3 The Creator shall deliver advertisements according to a brief provided by a company seeking to promote its goods or services (the “Advertiser”) through StyleLike and a dedicated online platform (the “Advertising Platform”) operated by StyleLike. The advertisements will be selected by the Creator through the Advertising Platform or individually agreed upon between the parties (the “Advertisements”) through the Creator’s account (the “Creator Account”) in a social photo sharing community (the “Social Community”).
1.4 The Creator shall receive offers via e-mail (the “Invite”) to deliver Advertisements and with instructions (the Brief) for the content (e.g. pictures, text, sound/music and/or video material – the “Work”) required for the Advertisement. The Advertisement requirements will also be made available on the Advertising Platform.
1.5 By operating the Advertising Platform, and rendering the services according to the Agreement, StyleLike acts only as an agent between the Advertiser and the Creator. The Advertiser itself is solely responsible for submitting advertisements through the Advertising Platform to the Creator. StyleLike has no influence in this regard and thus provides no guarantee that Advertisements will be available in satisfactory quantity.
1.6 StyleLike shall pay the Creator a consideration according to § 6, which depends on the payment StyleLike receives from the Advertisers.
§ 2 Registration
2.1 A Creator can become a Creator by registering an account with StyleLike on StyleLike’s website(s). This requires a “Registration Form” to be filled in, esp. with an email address, and submitted as well as the connection to the Creator’s account of the Social Community.
2.2 By filling in the Registration Form the potential Creator submits a binding offer to enter into a contract exclusively with StyleLike according to the T&Cs (the “Creator Offer”). All fields of the Registration Form which are marked as being “required” have to be filled in. Any statements submitted through the Registration Form must be complete and correct.
2.3 The Agreement between the Creator and StyleLike is concluded when StyleLike accepts the Creator Offer, either by declaring acceptance explicitly, or by otherwise commencing action to fulfill the Agreement.
2.4 StyleLike will promptly confirm receipt of the Creator Offer by sending an e-mail to the e-mail address submitted in the Registration Form. This confirmation is not a binding acceptance of the Creator Offer. The confirmation can however be sent together with such acceptance.
2.5 A potential Creator becomes a Creator as defined in these T&Cs once StyleLike has accepted the Creator Offer. StyleLike can decide in its sole discretion whether or not to accept the Creator Offer.
2.6 A potential Creator also becomes a Creator as defined in these T&Cs, when the Creator starts to deliver Advertisements.
2.7 The Creator agrees that it will deliver the Advertisements in compliance with all applicable laws, including any laws regarding the transmission of technical data and personal data. The Creator will not interfere or attempt to interfere with the proper working of the Advertising Platform or prevent others from using the Advertising Platform.
2.8 StyleLike reserves the right, but shall have no obligation, to review the Creator’s display of Advertisements and use of the Advertising Platform in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, administrative or governmental request.
§ 3 Delivery of Advertisements
3.1 The Creator shall deliver all Advertisements in accordance with the Agreement.
3.2 The Creator agrees to deliver the Advertisements in accordance with the Brief, including the style of the Work and the schedule for delivery (the Schedule).
3.2 The Creator undertakes not to place the Advertisements in a context which might be detrimental to StyleLike or its reputation (see § 4 for details with regard to the Creator Account).
3.3 The Creator must not alter or modify the Advertisements without StyleLike’s prior written consent.
3.4 StyleLike is entitled to copyright of any Work delivered through the Creator’s account for StyleLike in the course of an Advertisement.
§ 4 Creator Account and Promotion of it
4.1 The Creator Account must not contain any illegal or offending content.
4.2 The Creator warrants and represents that it does not include any illegal or offending content on the Creator Account. The Creator warrants and represents that it does not use illegal means to promote or advertise the Creator Account. The Creator warrants and represents not to use any means which are excluded by StyleLike to promote or advertise the Creator Account.
4.3 The Creator shall hold StyleLike harmless of any third party claims alleging the Creator Account contains illegal content.
Content which is generally illegal or offending (not exhaustive)
- Content infringing any applicable laws and other legal rules with regard to youth protection, data protection, protection of personality rights, protection against insults, and public decrial.
- Content which is false or misleading or which promotes illegal activities.
- Content promoting or endorsing criminal activities or containing instructions for criminal activities, including but not limited to information on the production or purchase of arms, child pornography, fraud, drug trafficking, gambling, stalking, spying on trade secrets.
- Content which is racist, offensive, vulgar, molesting, insulting, threatening, obscene, hateful, invasive of another person’s privacy, defaming, libelous, politically extremist, religious, violent, sexist, erotic, or otherwise harmful to underage persons, or of a touting nature.
Advertising, Marketing and Promotion which is generally illegal (not exhaustive)
- Advertising, marketing or promotion material which infringes third party rights, especially third party title rights and copyright.
- Material which is false or misleading.
- Any other form of unfair competition.
Advertising, Marketing and Promotion which is excluded by StyleLike
- Material which uses third party trademarks, or anything which can be confused with third party trademarks, in meta tags, keyword advertising, or as invisible text.
- All measures commonly not accepted in search engine marketing and search engine optimization.
4.4 StyleLike neither endorses nor approves of actions performed or content made available by the Creator.
§ 5 Malicious Code
5.1 StyleLike takes reasonable measures to protect its systems against viruses, spyware and other malicious code (together “Malicious Code”), and shall take reasonable measures to check, or have its Advertisers check, all Advertisements delivered through its systems to the Creator, for Malicious Code. However, the Creator acknowledges that Malicious Code can never be completely prevented. It is the Creator’s responsibility to protect all data stored on its systems against unauthorized access, and data loss. The Creator shall make its users waive, as far as legally permissible, all potential claims against StyleLike based on Malicious Code, and inform its users as to appropriate measures to protect their systems.
5.2 Unauthorized third parties may send e-mails under the name of StyleLike, without StyleLike’s knowledge or consent, and such e-mails may contain Malicious Code or links to web content, which in turn, contains Malicious Code. StyleLike cannot prevent such behaviour. The Creator shall, therefore, recommend its users to check all incoming e-mail for Malicious Code prior to opening them.
§ 6 Consideration
6.1 The Creator receives a payment based on the number of followers at the point of delivering the Advertisements, the quality of the photo feed and/or other events performed in connection with the display of advertisements through the Creator Account, as in each case determined by StyleLike based on its reports, unless other agreements have been made in writing. No ancillary verbal agreements shall be valid.
6.2 The payment is subject to an unspecified reduction if StyleLike deems the Work unsatisfactory in relation to the Advertisement requirements outlined in the Brief, including the Schedule.
6.3 The payment shall be made available to the Creator 30 days after the end date of the campaign, or on receipt of the entire payment for the campaign by the Advertiser.
6.4 StyleLike will generate a payment receipt (the “Receipt”) on behalf of the Creator in the form of a credit note or invoice stating the payment due to the Creator according to the applicable taxation laws. The Creator agrees that the transfer of the Receipt will be made electronically. StyleLike will transfer the amount within 10 days after the corresponding invoicing month. The money transfer will be made to the Creator’s preferred payment account that is stated in the Creator’s user account settings.
6.3 If the payment amount does not amount to 100 USD, StyleLike is authorized to not disburse the payment amount immediately but with the amount due in the following invoicing month or else if the accumulated amount due is at least 100 USD.
6.4 If the Creator does not raise any objections within two weeks upon receipt of the credit note and/or invoicing and/or receipt of the payment, it is deemed to be accepted.
§ 7 Content of Advertisements
7.1 StyleLike does not allow Advertisers to transmit any Advertisement through the Advertising Platform to the Creator that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, or to link their Advertisements to such content. Upon being informed thereof, StyleLike shall promptly remove any Advertisement containing such content. The Creator does not have any other claims against StyleLike. The Creator acknowledges that StyleLike does not constantly control all Advertisements and the respective links, as Advertisers have the possibility to upload Advertisements.
§ 8 Technical and Commercial Limitations; Changes; Availability
8.1 Unless otherwise provided for in these T&Cs, StyleLike provides the Advertising Platform through which it renders it services on an “AS IS” and “AS AVAILABLE” basis.
8.2 StyleLike offers the Creator use of its Advertising Platform over the Internet subject to technical and commercial limitations as defined below.
8.3 StyleLike may modify the Advertising Platform without prior notice. Therefore, the Creator is granted a right of use only for the then current version. The Creator may reduce or cease its use of the Advertising Platform in the event that it is modified.
8.4 StyleLike reserves its right to cease operation of the Advertising Platform at any time, without giving reasons or prior notice. Any balance owed to the Creator will be paid out. Any other claims are excluded, unless otherwise provided for in the Agreement.
8.5 StyleLike will use commercially reasonable efforts to make the Advertising Platform available to the user. In the event of a partial or total failure of the Advertising Platform which results in an advertising campaign that could not be fully delivered within the agreed timeframe, StyleLike is entitled to deliver the Advertisements later on, without any additional claims on behalf of the advertiser.
§ 9 Termination
9.1 The Agreement is entered into for an unlimited period of time, unless otherwise agreed upon between the parties.
9.2 Each party has the right to terminate the Agreement at any time with immediate effect, unless otherwise agreed upon.
9.3 The parties remain free to terminate the Agreement for cause at any time.
9.4 In case StyleLike is responsible for a termination of the Agreement for cause, all outstanding amounts shall be paid out. The Creator shall not have any other claims, unless otherwise provided in the Agreement.
9.5 StyleLike may terminate the Agreement in particular for, but not limited to, the following reasons: – The Creator culpably breaches any legal rule, or the Agreement, and such breach remains unremedied despite written notice (possibly via e-mail); a written notice is not required in case of a severe contravention, i.e. when it would be unreasonable that StyleLike remains bound by the Agreement. – The Creator encourages Fraudulent Actions (as defined in § 18). – The Creator has not used its account for six months despite a reminder.
9.6 Cases in which it would be unreasonable for StyleLike to remain bound by the Agreement generally include infringements of Sect. 3.2, 4.1, 4.2 and 4.3 of the T&Cs.
9.7 If there is no option to terminate the Agreement within the Advertising Platform, the termination has to be declared in writing. A termination for cause can only be declared in writing. E-mail is sufficient.
9.8 After the termination has come into effect, the Creator shall stop the implementation of the Advertisements. The Creator will not earn any consideration for Advertisements displayed after the termination has come into effect.
§ 10 Claims Based on Defects
10.1 StyleLike grants the Creator access to the Advertising Platform. The Creator cannot claim that a given state or functional range is maintained or achieved. The Creator acknowledges that the Advertising Platform, as any other software, can never be completely free of bugs. Therefore, the Advertising Platform can only be considered to be defective if its usability is affected severely and for a significant period of time.
10.2 StyleLike is not liable for defects caused by external influences, faulty handling, force majeure or changes or manipulations, which are not carried out by StyleLike.
10.3 StyleLike does not assume any warranties.
§ 11 Indemnification
11.1 Each party agrees to indemnify and hold the other party harmless from and against any losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of any third party claims resulting from the breach of the warranties made by such party in the Agreement.
11.2 The indemnifying party has the right, at the indemnifying party’s expense, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party. The indemnified party agrees to cooperate with the indemnifying party’s defense of such claims.
§ 12 Limitation of Liability
12.1 StyleLike is not responsible for damages, unless they are caused intentionally or by gross negligence.
12.2 Liability for breach of a cardinal obligation or an essential obligation is limited to the damage which could have been foreseen.
12.3 The damage which can be foreseen is limited to USD 2,500.00 per Creator.
12.4 The aforementioned limitation of liability also applies to the personal liability of staff, employees, assistants, vicarious agents, contributors, representatives, organs, shareholders of StyleLike and their members.
12.5 The aforementioned limitations of liability determined in Sect. 12.1 to 12.4 do not apply to the liability for personal injury of life, body, and health. 12.1 and 12.4 do not apply in case the damage is the result of a breach of a cardinal obligation, an essential obligation or a guarantee. StyleLike remains responsible for product liability, and according to Sect. 44 a TKG (German Telecommunication Law).
§ 13 Data Protection
13.1 The Creator acknowledges that StyleLike and/or the Advertisers may store user data and usage data, which they may collect automatically.
13.2 The Creator acknowledges that StyleLike and/or the Advertisers may use such data to optimize their Advertisements, to better target users with Advertisements which better match their interests, and for statistical purposes, market research, and the promotion of their respective goods and services.
§ 14 Protection of Login Data
14.1 The Creator shall keep all access data (login, passwords etc.) for the Advertising Platform (“Access Data”) strictly confidential. The Creator shall promptly inform StyleLike in case it learns or suspects that an unauthorized third person is in possession of the Access Data.
14.2 In case StyleLike has reason to believe that an unauthorized third party is in possession of Access Data, StyleLike may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. StyleLike will promptly inform the Creator and will, upon request, communicate the new Access Data to the Creator without undue delay. The Creator cannot claim to have its initial Access Data restored.
14.3 In case a third party uses, through the Creator’s fault, the Creator’s Access Data, the Creator is liable for all such actions, and for damages. In such event, all access through the Creator’s Access Data shall be considered as an access by the Creator.
§ 15 Access to these T&Cs - Changes and Further Notices - Communication
15.1 Each log-in to the Advertising Platform is subject to the T&Cs. The T&Cs can be printed or saved on storage media.
15.2 StyleLike may make changes to these T&Cs (including amendments) at any given time, for the future, if this should prove necessary (in particular to reflect changes in the Advertising Platform or changes in the legal framework applicable to it, such as new legislation or case-law) and provided the Creator is not disadvantaged contrary to good faith.
15.3 The Creator will be notified of changes to the T&Cs in appropriate written form (possibly via e-mail). StyleLike will notify the Creator on the Advertising Platform, or via e-mail.
15.4 The Creator may dispute changes to the T&Cs within a time period of two weeks following receipt the notification of the changes and the possibility of taking notice thereof. It is recommended that the Creator submit its opposition in writing (for example via e-mail).
15.5 The changes to the T&Cs become binding in the event that the Creator (i) does not dispute the changes within the above-mentioned time period or (ii) continues to use the Advertising Platform or (iii) continues to place Advertisements on the Creator Site, after having received the notification of the changes to the T&Cs without having disputed the changes.
15.6 StyleLike will inform the Creator about the possibility of disputing the changes and the legal consequences, especially the legal consequences of a lack of opposition, when notifying the Creator about the changes to the T&Cs.
15.7 If the Creator disputes the changes in time, each party may terminate the Agreement with one month’s prior notice unless termination is possible at any time according to § 9. Until termination, the T&Cs in their former version will govern the Creator’s relationship with StyleLike. The Creator does not have any other claims against StyleLike.
15.8 Unless otherwise provided in the Agreement, StyleLike will usually communicate with the Creator via e-mail. The Creator shall make sure that it receives all e-mails sent by StyleLike to the address submitted in the Registration Form (see Sect. 2.2), or at a later date. The Creator will in particular configure the spam filter accordingly and regularly check all incoming e-mail under this address. StyleLike may choose any other appropriate means of communication.
§ 16 Ownership of Rights
16.1 The Creator acknowledges that by registering, it grants StyleLike the right to name the Creator as a reference for StyleLike’s services. The Creator may revoke this right at any time, in writing, for any future use.
16.2 The Creator acknowledges that StyleLike will provide third-party Advertisements using the Advertising Platform for display on the Creator Site pursuant to the Agreement.
16.3 The Creator agrees that it will use any data (including any usage data and compilations thereof), information or software, provided by StyleLike to the Creator, only for the purpose of providing and optimizing Advertisements for StyleLike on the Creator Site according to the Agreement.
16.4 StyleLike will retain all rights, title, and interests in and to the Advertising Platform (except for any licensed content and third-party Advertisements included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. The Creator acknowledges that the software, information, content and data related to the Advertising Platform (such as any usage data or compilations thereof) are protected for StyleLike under copyright and similar rights and may contain trade secrets or other intellectual or industrial property owned or licensed by StyleLike.
16.5 The Creator agrees not to modify, alter, create or copy derivative works of the provided data, information, content or software of the Advertising Platform. StyleLike does not grant to the Creator any license, express or implied, to the intellectual or industrial property of StyleLike or its licensors, except for a limited right of use according to the terms and for the duration of the Agreement.
§ 17 Non-disclosure
17.1 The parties shall keep confidential all “Confidential Information” received from the other party or otherwise received under the Agreement.
17.2 Confidential Information shall include the Advertisements prior to publication, any data (including any usage data and compilations thereof), information or software relating to the Advertising Platform; and/or any other information designated in writing, or identified orally at the time of disclosure, by the disclosing party, as “confidential”.
17.3 After and during the term of the Agreement, neither party will use for any purpose or disclose to any third party, any Confidential Information of the other party. Any exception to this must be obtained in advance.
17.4 The foregoing restriction does not apply to information that has been developed independently by the receiving party without access to the other party’s Confidential Information or has been rightfully received from a third party authorized to make such disclosure or has been approved for release in writing by the disclosing party or has become publicly known through no breach of this § 17 by the receiving party or is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.
§ 18 Abuse and Fraud
18.1 StyleLike will take reasonable measures to prevent “Fraudulent Actions”. The Creator will support StyleLike in preventing Fraudulent Actions. The Creator warrants not to endorse or sponsor any Fraudulent Actions.
18.2 Fraudulent Actions include, without limitation, all actions listed as Fraudulent Actions on Brandnew’s website or those which are performed by a bot, script, automated program or similar device in relation to any Advertisements provided by StyleLike. Fraudulent Actions also include all actions generally considered fraudulent or abusive according to generally accepted principles of online marking, such as those prohibited by the leading programs for affiliate marketing and keyword advertising.
18.3 Fraudulent Actions include, without limitation, any third party, including, without limitation, the users of the Creator Site, generating queries, completing surveys, or completing referrals through any automated means or with any false information.
§ 19 Miscellaneous
19.1 StyleLike’s failure to act with respect to a breach by the Creator does not waive StyleLike’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by StyleLike under the Agreement shall be deemed effective unless delivered in writing and signed by a duly appointed representative of StyleLike.
19.2 All or any of StyleLike’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Advertising Platform in a merger, acquisition or sale of all or substantially all of StyleLike’s assets.
19.3 The Creator must not assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of StyleLike.
19.4 Section headings used in the T&Cs are for convenience only and shall not affect the interpretation of the T&Cs.
19.5 If any provision of the T&Cs shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from the T&Cs and shall not affect the validity and enforceability of the remaining provisions.
19.6 Any changes, amendments or the abrogation of the Agreement (partly or entirely) require written form (letter, fax or e-mail); the requirement of written form can only be waived in written form.
19.7 The courts of Potsdam, Germany, shall have exclusive jurisdiction.
19.8 The laws of the Federal Republic of Germany apply for all contracts concluded by StyleLike on the basis of the T&Cs and any claims arising therefrom, and for all claims related to the use of the Advertising Platform. The application of the United Nations Convention on Contracts for the International Sale of Goods and German International Private Law are excluded.
19.9 The English version of these T&Cs is decisive.
Potsdam, 16th August 2016
StyleLike UG (haftungsbeschränkt)
Am Kanal 16-18
firstname.lastname@example.org • www.stylelike.io • Amtsgericht Potsdam: HRB 29056 • Managing Director: Astrid Hernández